[LOGO] Pitney Bowes
President and
Chief Operating Officer
March 2, 2001
Mr. Mark Flynn
22 Manor Rd.
Ridgefield, CT 06877
Re: Letter of Agreement
Dear Mark:
In the event Pitney Bowes both establishes a new legal entity to operate the
majority of the Company's existing Office Systems Division business (the
"Businesses") and spins off the Business in a separate transaction to be
determined in the future, and you are an employee in good standing of Pitney
Bowes Inc., you will be offered the position set forth herein. For purposes of
this Agreement, the spun-off Business shall be referred to as "Spinco."
Immediately prior to the spin off of the Business, you will be offered the
position of Vice President and General Counsel of Spinco. Your compensation,
benefits and incentive package as Vice President and General Counsel of Spinco,
subject to approval of the Spinco Board of Directors, will be as follows:
1. Salary. Your annual salary will be $225,000
2. Annual Incentive. You will be eligible to participate in Spinco's annual
incentive compensation program. The target award for your position will be
35% of your salary, and the maximum award opportunity will be 70% of your
salary. The actual award will be earned on the basis of the achievement of
various objectives established by Spinco's Board of Directors for your
position and Spinco.
3. Equity. You may be granted stock options in Spinco at the discretion of
Spinco's Board of Directors. Such stock option recommendations will be at a
range consistent with your position as Vice President and General Counsel.
1 Elmcroft Road Stamford, CT 06926-0700 (203) 351-6582
Page 2
March 2, 2001
4. Long Term Cash Incentive. You will be eligible to participate in Spinco's
Long Term Incentive Plan, with a target award opportunity of $50,000 and a
maximum award to be determined once the spin-off takes place.
5. Benefits. During the period of your employment, you will be eligible to
participate in Spinco's benefit programs made available to Spinco employees
of equal status.
6. Welfare Benefits. During your employment, you and your eligible depends will
be eligible to participate in Spinco's group medical and dental plans made
available to Spinco employees of equal status.
This Agreement will be effective as of the date you sign the Agreement and will
continue in effect until you are notified in writing by me that the Agreement
ceases to be effective as of a date I will specify in the notice.
Please confirm your acceptance of this offer by signing and dating below and
returning a copy of this letter to my attention. This offer will expire on
March 9, 2001.
Sincerely,
/s/ Marc C. Breslawsky
Marc C. Breslawsky
MCB/unh
Accepted by:
/s/ Mark S. Flynn
----------------------
Mark S. Flynn
3/5/01
----------------------
Date
Page 3
March 2, 2001
________________________________________________________________________________
Terms and Conditions
________________________________________________________________________________
1. Completion of a Patent and Confidential Agreement. - (Enclosed).
2. Completion of an Employee Medical Questionnaire. - (Enclosed).
3. Compliance, as an express condition of employment, with Pitney Bowes Drug
Free Workplace and Substance Policy Statement dated June 1, 1989, including
the passing of a drug screening test.
4. Provision of the proper immigration control forms (I-9). - (Enclosed).
As a matter of record, we do not wish to receive any confidential information
concerning any technical or other matters of which you might be aware as a
result of your employment with Wiggin & Dana, its successors or any other party.
You will have to be the one who monitors this policy, and we will rely on your
good judgment. We ask you to follow the guideline that, if at any time you are
in doubt about whether or not to disclose any such matter, you resolve the
---
situation by not disclosing or discussing any information which could create a
present or future conflict for you or Pitney Bowes.
You have advised us that you are not under any current or former agreement which
prohibits you from being employed by Pitney Bowes. In addition, you understand
and agree that your employment is "at-will", which means that you or Pitney
Bowes can end your employment at any time for any reason.
[LOGO] Pitney Bowes
President and
Chief Operating Officer
March 2, 2001
Mr. Mark S. Flynn
22 Manor Road
Ridgefield, CT 06877
Dear Mark:
I am pleased to confirm my offer to you to join Pitney Bowes Inc. (PBI) as
Executive Consultant, reporting directly to me. You are being retained on a
temporary basis to assist PBI in the formation and subsequent spin off of the
Office Systems businesses into a separate entity ("Spinco"). It is anticipated
that this project will be completed by end of the third quarter 2001. The terms
of your compensation and benefits package are as follows:
1. You will be paid on a semi-monthly basis at an annual base salary rate of
$225,000.
2. You are eligible to earn an annual incentive award with a target
opportunity of 35% of base salary, and a maximum of 70% based on your
employment both with PBI and Spinco, payable in February 2002. The actual
payment will be determined on the basis of your individual performance as
well as the performance of Office Systems and Spinco.
3. You will be eligible for a flexible benefits program on the first day of
the month following your start of employment.
This offer is contingent upon the provisions outlined in the attached document
(Terms and Conditions).
1 Elmcroft Road Stamford, CT 06525-0700 (203) 351-6582
Page 2
March 2, 2001
Mark, we are confident that the position will be challenging and rewarding; that
you will make significant contributions; and that you will achieve personal
success in Pitney Bowes.
Please confirm your acceptance of this offer by signing and dating below and
returning a copy of this letter to my attention. This offer will expire on
March 9, 2001.
Sincerely,
/s/ Marc C. Breslawsky
Marc C. Breslawsky
MCB/tmh
C: Corporate Compensation
Attachment: Terms & Conditions
Accepted by:
/s/ Mark S. Flynn
-----------------------------
Mark S. Flynn
3/5/01
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Date
Employment Agreement - Pitney Bowes Inc. and Mark Flynn
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